Can I use the same documents for a second acquisition?

Usually as a starting point, which saves time and cost. But each target is different, so the warranties, the clawback or deferred price terms and the transfer arrangements should be checked against the new business rather than copied unchanged.

How does a clawback work when buying a lettings agency?

The seller agrees to repay part of the price, or forgo part of the deferred price, if landlords leave within an agreed period after completion. It works best alongside seller finance, so that any clawback can be set against money not yet paid.

Do landlords have to agree when a lettings agency is sold?

It depends on their agreements. In an asset purchase, the landlord contracts move to the buyer, which usually needs the landlord's agreement or at least notification under the contract terms. The sale agreement should set out how this is handled and what the seller must do to help.

Buying a second lettings agency: repeating the clawback structure in Durham

The same buyer's second acquisition in two months: a Durham agency bought by asset purchase with seller finance and a landlord-retention clawback

By Malcolm Zoppi20 October 2026Property

Key facts

Deal type: Asset purchase
Acting for: Buyer (established lettings agent)
Business: Lettings agency, Durham
Sector: Property
Deal value: Low six figures
Structure: Asset purchase; part cash, part seller-financed; clawback if landlords leave within an agreed period
Timescale: Completed a month after the same buyer's first acquisition
Completed: May 2025
Lead solicitor: Malcolm Zoppi

At a glance

A month after buying a lettings agency in Cambridge, the same client bought a second, larger agency in Durham. We used the same structure: an asset purchase paid partly in cash and partly through seller finance, with a clawback requiring the seller to repay part of the price if landlords left within an agreed period. The deal, in the low six figures, completed in May 2025.

The client and the objective

The client was growing by acquisition and wanted a repeatable way to do it. Having agreed the structure once, the aim was to apply it again quickly and consistently, adjusting only for the size of the agency and what was particular to it.

The deal

Asset purchase of the agency's business: landlord contracts, goodwill and the related assets.
Price paid partly in cash on completion and partly by seller finance over time.
A clawback under which the seller repays part of the price if landlords leave within an agreed period.

Key legal issues and how we solved them

Reusing a structure without copying it blindly

A second deal on the same model is quicker and cheaper, but every agency is different. We started from the documents agreed on the first acquisition and reviewed each provision against this agency: its landlord contracts, its size and the seller's position.

A larger book, a larger risk

With a bigger landlord book and a higher price, the clawback mattered more. The definitions of which landlords count, what counts as leaving and how repayments are calculated were checked against the actual book so that the protection worked in practice.

Two integrations at once

Taking on two agencies within weeks meant two sets of landlords being told about the change at the same time. The agreement set out how the handover would be communicated and what the seller would do to support it.

Outcome

The acquisition completed in May 2025, a month after the first, giving the client two new locations and a structure it can use again.

What this deal shows

Once a deal structure works, it can be reused, but each provision should be checked against the new target.
The bigger the landlord book, the more the clawback definitions matter.
A buyer with a repeatable structure can move quickly when the next opportunity comes up.

“The second deal took a fraction of the time of the first because the structure was already agreed. We still checked every clause against the new agency, because no two landlord books are the same.”
Malcolm Zoppi

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Frequently asked questions

: Usually as a starting point, which saves time and cost. But each target is different, so the warranties, the clawback or deferred price terms and the transfer arrangements should be checked against the new business rather than copied unchanged.
: The seller agrees to repay part of the price, or forgo part of the deferred price, if landlords leave within an agreed period after completion. It works best alongside seller finance, so that any clawback can be set against money not yet paid.
: It depends on their agreements. In an asset purchase, the landlord contracts move to the buyer, which usually needs the landlord's agreement or at least notification under the contract terms. The sale agreement should set out how this is handled and what the seller must do to help.

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